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                                                                    EXHIBIT 4.1



                                 SKB REIT, INC.

                     UP TO 33,000,000 SHARES OF COMMON STOCK

                            DEALER MANAGER AGREEMENT

                              ______________, 2004

SKB Securities, Inc.
1211 SW Fifth Avenue
Suite 2250
Portland, Oregon  97204

Ladies and Gentlemen:

      SKB REIT, Inc., a Maryland corporation (the "Company"), is registering for
public sale a maximum of 33,000,000 shares (the "Shares") of its common stock,
$0.001 par value per share (the "Offering"), to be issued and sold for an
aggregate purchase price of $328,500,000 (30,000,000 shares to be offered to the
public at a purchase price of $10.00 per share and 3,000,000 shares to be
offered pursuant to the Company's dividend reinvestment plan at a purchase price
of $9.50 per share). The minimum purchase by any one person shall be 100 Shares
except as otherwise indicated in the Prospectus or in any letter or memorandum
from the Company to SKB Real Estate Securities, Inc. (the "Dealer Manager"). It
is anticipated that the Dealer Manager will enter into Selected Dealer
Agreements in the form attached to this Dealer Manager Agreement as Exhibit "A"
with other broker-dealers participating in the Offering (each dealer being
referred to herein as a "Dealer" and said dealers being collectively referred to
herein as the "Dealers"). The Company shall have the right to approve any
material modifications or addendums to the form of the Selected Dealer
Agreement. Terms not defined herein shall have the same meaning as in the
Prospectus. In connection therewith, the Company hereby agrees with the Dealer
Manager, as follows:

1. Representations and Warranties of the Company

      The Company represents and warrants to the Dealer Manager and each Dealer
with whom the Dealer Manager enters into a Selected Dealer Agreement that:

      1.1 A registration statement with respect to the Company has been prepared
by the Company in accordance with applicable requirements of the Securities Act
of 1933, as amended (the "Securities Act"), and the applicable rules and
regulations (the "Rules and Regulations") of the Securities and Exchange
Commission (the "SEC") promulgated thereunder, covering the Shares. Said
registration statement, which includes a preliminary prospectus, was initially
filed with the SEC on ___________ , 2004. Copies of such registration statement
and each amendment thereto have been or will be delivered to the Dealer Manager.
(The registration statement and prospectus contained therein, as finally amended
and revised at the effective date

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of the registration statement, are respectively hereinafter referred to as the
"Registration Statement" and the "Prospectus," except that if the Prospectus
filed by the Company pursuant to Rule 424(b) under the Securities Act shall
differ from the Prospectus, the term "Prospectus" shall also include the
Prospectus filed pursuant to Rule 424(b).)

      1.2 The Company has been duly and validly organized and formed as a
corporation under the laws of the State of Maryland, with the power and
authority to conduct its business as described in the Prospectus.

      1.3 The Registration Statement and Prospectus comply with the Securities
Act and the Rules and Regulations, and the Prospectus and any and all authorized
sales materials prepared by the Company for use with potential investors in
connection with the Offering, when used in conjunction with the Prospectus, do
not contain any untrue statements of material facts or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading; provided, however, that the foregoing
provisions of this Section 1.3 will not extend to such statements contained in
or omitted from the Registration Statement or Prospectus or authorized sales
materials as are primarily within the knowledge of the Dealer Manager or any of
the Dealers and are based upon information either (1) furnished by a Dealer in
writing to the Dealer Manager or the Company, or (2) furnished by the Dealer
Manager in writing to the Company specifically for inclusion therein.

      1.4 No consent, approval, authorization or other order of any governmental
authority is required in connection with the execution or delivery by the
Company of this Dealer Manager Agreement or the issuance and sale by the Company
of the Shares, except such as may be required under the Securities Act, rules of
the National Association of Securities Dealers, Inc. ("NASD") or applicable
state securities laws.

      1.5 There are no actions, suits or proceedings pending or, to the
knowledge of the Company, threatened against the Company at law or in equity or
before or by any federal or state commission, regulatory body or administrative
agency or other governmental body, domestic or foreign, which will have a
material adverse effect on the business or property of the Company.

      1.6 The execution and delivery of this Dealer Manager Agreement, the
consummation of the transactions herein contemplated and compliance with the
terms of this Dealer Manager Agreement by the Company will not conflict with or
constitute a default under any charter, by-law, indenture, mortgage, deed of
trust, lease, rule, regulation, writ, injunction or decree of any government,
governmental instrumentality or court, domestic or foreign, having jurisdiction
over the Company, except to the extent that the enforceability of the indemnity
and/or contribution provisions contained in Section 4 of this Dealer Manager
Agreement may be limited under applicable securities laws.

      1.7 The Company has full legal right, power and authority to enter into
this Dealer Manager Agreement and to perform the transactions contemplated
hereby, except to the extent that the enforceability of the indemnity and/or
contribution provisions contained in Section 4 of this Dealer Manager Agreement
may be limited under applicable securities laws.

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      1.8 The Shares, when subscribed for, paid for and issued, will be duly and
validly issued, fully paid and non-assessable and will conform to the
description thereof contained in the Prospectus; no holder thereof will be
subject to personal liability for the obligations of the Company solely by
reason of being such a holder; such Shares are not subject to the preemptive
rights of any shareholder of the Company; and all corporate action required to
be taken for the authorization, issuance and sale of such Shares shall have been
validly and sufficiently taken.

      1.9 The Company is not in violation of its Articles of Incorporation or
its Bylaws.

      1.10 The financial statements of the Company filed as part of the
Registration Statement and those included in the Prospectus present fairly in
all material respects the financial position of the Company as of the date
indicated and the results of its operations for the periods indicated; said
financial statements have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis.

2. Covenants of the Company

      The Company covenants and agrees with the Dealer Manager that:

      2.1 It will prepare and file with the SEC and each appropriate state
securities commission, at no expense to the Dealer Manager, the Registration
Statement, including all amendments and exhibits thereto. In addition, it will
furnish the Dealer Manager, at no expense to the Dealer Manager, with such
number of printed copies of the Registration Statement, including all amendments
and exhibits thereto, as the Dealer Manager may reasonably request. It will
similarly furnish to the Dealer Manager and others designated by the Dealer
Manager as many copies as the Dealer Manager may reasonably request in
connection with the offering of the Shares of: (a) the Prospectus in preliminary
and final form and every form of supplemental or amended prospectus; and (b)
this Dealer Manager Agreement.

      2.2 It will prepare and file with the appropriate regulatory authorities,
at no expense to the Dealer Manager, the printed sales literature or other
materials authorized by the Company to be used in offering and selling the
Shares to members of the public ("Authorized Sales Materials"). In addition, it
will furnish the Dealer Manager, at no expense to the Dealer Manager, with such
number of printed copies of Authorized Sales Materials as the Dealer Manager may
reasonably request.

      2.3 It will furnish such proper information and execute and file such
documents as may be necessary for the Company to qualify the Shares for offer
and sale under the securities laws of such jurisdictions as the Dealer Manager
may reasonably designate and will file and make in each year such statements and
reports as may be required. The Company will furnish to the Dealer Manager a
copy of such papers filed by the Company in connection with any such
qualification.

      2.4 It will use its best efforts to cause the Registration Statement to
become effective with the SEC and each state securities commission which it
deems appropriate in its sole discretion. If at any time the SEC or any state
securities commission shall issue any stop order suspending the effectiveness of
the Registration Statement, and to the extent the Company

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determines that such action is in the best interest of its shareholders, it will
use its best efforts to obtain the lifting of such order at the earliest
possible time.

      2.5 If at any time when a Prospectus is required to be delivered under the
Securities Act any event occurs as a result of which, in the opinion of either
the Company or the Dealer Manager, the Prospectus or any other prospectus then
in effect would include an untrue statement of a material fact or, in view of
the circumstances under which they were made, omit to state any material fact
necessary to make the statements therein not misleading, the Company will
promptly notify the Dealer Manager thereof (unless the information shall have
been received from the Dealer Manager), will effect the preparation of an
amended or supplemental prospectus which will correct such statement or
omission, and deliver to the Dealer Manager as many copies of such amended or
supplemented prospectus as the Dealer Manager may reasonably request.

      2.6 It intends to use the net proceeds received from the sale of the
Shares as set forth in the Prospectus.

      2.7 It will furnish the Dealer Manager, at no expense to the Dealer
Manager, with a copy of each report or general communication sent to the holders
of Shares.

      2.8 It will be duly qualified to do business as a foreign corporation in
each jurisdiction in which it will own or lease property of a nature, or
transact business of a type, that will make such qualification necessary.

3. Appointment and Compensation of the Dealer Manager

      3.1 The Company hereby appoints the Dealer Manager as its agent and
principal distributor for the purpose of selling for cash up to a maximum of
33,000,000 Shares through the Dealers, all of whom shall be members of the NASD.
The Dealer Manager may also sell Shares for cash directly to its own clients and
customers at the public offering price and subject to the terms and conditions
stated in the Prospectus. The Dealer Manager hereby accepts such agency and
distributorship and agrees to use its best efforts to sell the Shares on said
terms and conditions. The Dealer Manager represents to the Company that it is a
member of the NASD and that it and its employees and representatives have all
required licenses and registrations to act under this Dealer Manager Agreement.

      The Dealer Manager agrees to be bound by the terms of the Escrow Agreement
executed as of _______________, 2004, between Deutsche Bank AG, as escrow agent,
and the Company.

      Promptly after the effective date of the Registration Statement, the
Dealer Manager and the Dealers shall commence the offering of the Shares for
cash to the public in jurisdictions in which the Shares are registered or
qualified for sale or in which such offering is otherwise permitted. The Dealer
Manager and the Dealers will suspend or terminate offering of the Shares upon
request of the Company at any time and will resume offering the Shares upon
subsequent request of the Company.

      3.2 Except as otherwise provided in the "Plan of Distribution" section of
the Prospectus, as compensation for the services rendered by the Dealer Manager,
the Company agrees that it will pay to the Dealer Manager selling commissions in
the amount of up to 6.75% of

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the gross proceeds of the Shares sold, 3.5% with respect to shares sold pursuant
to the Dividend Reinvestment Plan, plus a dealer manager fee in the amount of up
to 2.5% of the gross proceeds of the Shares sold to the public. No dealer
manager fee shall be paid with respect to Shares sold pursuant to the Company's
dividend reinvestment plan. Notwithstanding the foregoing, no commissions,
payments or amount whatsoever will be paid to the Dealer Manager under this
Section 3.3 unless or until 250,000 Shares have been sold by the Dealer Manager
and its Dealers (the "Minimum Offering"). Until the Minimum Offering is
obtained, proceeds from the sale of Shares will be held in escrow and, if the
Minimum Offering is not obtained, will be returned to the investors in
accordance with the terms of the Prospectus. The Company will not be liable or
responsible to any Dealer for direct payment of commissions to any Dealer. The
payment of commissions to Dealers is the sole and exclusive responsibility of
the Dealer Manager. Notwithstanding the above, at the discretion of the Company,
the Company may act as agent of the Dealer Manager by making direct payment of
commissions to Dealers on behalf of the Dealer Manager without incurring any
liability therefor. In addition, the Company may reimburse the Dealer Manager
for certain employee compensation and other expenses relating to the Offering as
described in the Prospectus.

4. Covenants of the Dealer Manager. The Dealer Manager covenants and agrees with
the Company on its behalf and on behalf of the Dealers as follows:

      4.1 The Dealer Manager represents and warrants to the Company and each
person that signs the Registration Statement that the information under the
caption "Plan of Distribution" in the Prospectus and all other information
furnished to the Company by the Dealer Manager in writing expressly for use in
the Registration Statement, any preliminary prospectus, the Prospectus, or any
amendment or supplement thereto, does not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.

      4.2 In offering the Shares for sale, the Dealer Manager and each Dealer
shall not give or provide any information or make any representation other than
those contained in the Prospectus, the sales literature or any other document
provided for such purpose by the Company.

      4.3 The Dealer Manager and each Dealer shall solicit purchases of the
Shares only in the jurisdictions in which it is legally qualified to so act and
in which it has been advised by the Company that such solicitations can be made.

      4.4 The Dealer Manager will offer Shares, and in its agreements with
Dealers will require that the Dealers offer Shares, only to persons who meet the
suitability standards set forth in the Prospectus or in any suitability letter
or memorandum sent to it by the Company and will only make offers to persons in
the states in which it is advised in writing that the Shares are qualified for
sale or that such qualification is not required. The Dealer Manager will require
that all Dealers comply with the provisions of all applicable rules and
regulations relating to suitability of investors, including without limitation,
the provisions of Article III.C. of the Statement of Policy Regarding Real
Estate Investment Trusts of the North American Securities Administrators
Association, Inc. (the "NASAA REIT Guidelines").

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      4.5 The Dealer Manager and each Dealer represents and warrants to the
Company that it will not represent or imply that the escrow agent, as identified
in the Prospectus, has investigated the desirability or advisability of
investment in the Company, or has approved, endorsed or passed upon the merits
of the Shares or the Company, nor will they use the name of said escrow agent in
any manner whatsoever in connection with the offer or sale of the Shares other
than by acknowledgment that it has agreed to serve as escrow agent.

5. Indemnification

      5.1 The Company will indemnify and hold harmless the Dealers and the
Dealer Manager, their officers and directors and each person, if any, who
controls such Dealer or Dealer Manager ("Dealer Indemnified Parties") within the
meaning of Section 15 of the Securities Act or Section 20 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") from and against any
losses, claims, damages or liabilities, joint or several, to which such Dealers
or Dealer Manager, their officers and directors, or such controlling person may
become subject, under the Securities Act or the Exchange Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (a) any untrue statement or alleged
untrue statement of a material fact contained (i) in any Registration Statement
(including the Prospectus as a part thereof) or any post-effective amendment
thereto or in the Prospectus, any preliminary prospectus, if used prior to the
effective date of the Registration Statement, or any amendment or supplement to
the Prospectus, or (ii) in any Authorized Sales Material, or (iii) in any blue
sky application or other document executed by the Company or on its behalf
specifically for the purpose of qualifying any or all of the Shares for sale
under the securities laws of any jurisdiction or based upon written information
furnished by the Company under the securities laws thereof (any such
application, document or information being hereinafter called a "Blue Sky
Application"), or (b) the omission or alleged omission from (i) the Registration
Statement (including the Prospectus as a part thereof) or any post-effective
amendment thereof, (ii) the Prospectus or any amendment or supplement to the
Prospectus or (iii) any Authorized Sales Material or from any Blue Sky
Application of a material fact required to be stated therein or necessary to
make the statements therein not misleading. The Company will reimburse each
Dealer Indemnified Party, as appropriate, for any reasonable legal or other
expenses reasonably incurred by such Dealer Indemnified Party, in connection
with investigating or defending such loss, claim, damage, liability or action.
Notwithstanding the foregoing, the Company will not be liable in any such case
(1) to the extent that any such loss, claim, damage or liability arises out of,
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with written
information furnished (x) to the Company by the Dealer Manager or (y) to the
Company or the Dealer Manager by or on behalf of any Dealer specifically for use
in the preparation of the Registration Statement or any such post-effective
amendment thereof, any such Authorized Sales Materials, any such Blue Sky
Application or any such preliminary prospectus or the Prospectus or any such
amendment thereof or supplement thereto; (2) if it is determined that such
Dealer or the Dealer Manager was at fault in connection with the loss, claim,
damage, liability or action; or (3) to the Dealer Manager or any Dealer (or any
person who controls such Dealer Manager or Dealer) if such loss, claim, damage
or liability arises out of, or is based upon any untrue statement or alleged
untrue statement or omission or alleged omission made in the Prospectus but
eliminated or remedied in any amendment or supplement thereto, if the person
asserting such loss, claim, damage or liability purchased the Shares which are
the subject thereof from the Dealer Manager

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or such Dealer but a copy of the Prospectus as so amended or supplemented was
not sent or given to such person at or prior to the time the subscription of
such person was accepted by the Company; but only if a copy of the Prospectus
(as so amended or supplemented) had been supplied by the Company to the Dealer
Manager or such Dealer prior to such acceptance.

      Notwithstanding the foregoing, as required by Section II.G. of the NASAA
REIT Guidelines, the indemnification and agreement to hold harmless provided in
this Section 4.1 is further limited to the extent that no such indemnification
by the Company of a Dealer shall be permitted under this Agreement for, or
arising out of, an alleged violation of federal or state securities laws, unless
one or more of the following conditions are met: (1) there has been a successful
adjudication on the merits of each count involving alleged securities law
violations; (2) such claims have been dismissed with prejudice on the merits by
a court of competent jurisdiction; or (3) a court of competent jurisdiction
approves a settlement of the claims against the indemnitee and finds that
indemnification of the settlement and the related costs should be made, and the
court considering the request for indemnification has been advised of the
position of the SEC and of the published position of any state securities
regulatory authority in which the securities were offered or sold as to
indemnification for violations of securities laws.

      5.2 The Dealer Manager will indemnify and hold harmless the Company its
officers and directors (including any persons named in any of the Registration
Statements with his consent, as about to become a director), each person who has
signed any of the Registration Statements and each person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, from and against any losses, claims, damages or liabilities
to which any of the aforesaid parties may become subject, under the Securities
Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (a)
any untrue statement of a material fact contained (i) in the Registration
Statement (including the Prospectus as a part thereof) or any post-effective
amendment thereof, or (ii) in any Authorized Sales Materials, or (iii) in any
Blue Sky Application, or (b) the omission to state in the Registration Statement
(including the Prospectus as a part thereof) or any post-effective amendment
thereof or in the Prospectus or in any amendment or supplement to the Prospectus
or in any Authorized Sales Materials or in any Blue Sky Application a material
fact required to be stated therein or necessary to make the statements therein
not misleading, in each case described in clauses (a) and (b) to the extent, but
only to the extent, that such untrue statement or omission was made in reliance
upon and in conformity with written information furnished to the Company by or
on behalf of the Dealer Manager specifically for use with reference to the
Dealer Manager in the preparation of the Registration Statement or any such
post-effective amendments thereof or any Authorized Sales Materials or any such
Blue Sky Application or any such preliminary prospectus or the Prospectus or any
such amendment thereof or supplement thereto, or (c) any use of sales literature
not authorized or approved by the Company or any use of "broker-dealer use only"
materials with members of the public or unauthorized verbal representations
concerning the Shares by the Dealer Manager, or (d) any untrue statement made by
the Dealer Manager or its representatives or agents or omission to state a fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading in connection with the offer and sale
of the Shares, or (e) any material violation of this Agreement, or (f) any
failure to comply with applicable laws governing money laundry abatement and
anti-terrorist financing efforts, including applicable NASD Rules, SEC Rules and
the USA PATRIOT Act of

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2001, or (g) any other failure to comply with applicable NASD or SEC Rules. The
Dealer Manager will reimburse the aforesaid parties, in connection with
investigation or defending such loss, claim, damage, liability or action. This
indemnity agreement will be in addition to any liability which the Dealer
Manager may otherwise have.

      5.3 Each Dealer severally will indemnify and hold harmless the Company,
the Dealer Manager and each of their officers and directors (including any
persons named in the Registration Statement with his consent, as about to become
a director), each person who has signed the Registration Statement and each
person, if any, who controls the Company and the Dealer Manager within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
from and against any losses, claims, damages or liabilities to which the
Company, the Dealer Manager, any such director or officer, or controlling person
may become subject, under the Securities Act or the Exchange Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (a) any untrue statement or alleged
untrue statement of a material fact contained (i) in the Registration Statement
(including the Prospectus as a part thereof) or any post-effective amendment
thereof, or (ii) in any Authorized Sales Materials, or (iii) in any Blue Sky
Application, or (b) the omission or alleged omission to state in the
Registration Statement (including the Prospectus as a part thereof) or any
post-effective amendment thereof or in the Prospectus or in any amendment or
supplement to the Prospectus or in any Authorized Sales Materials or in any Blue
Sky Application a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case described in clauses
(a) and (b) to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company or the
Dealer Manager by or on behalf of such Dealer specifically for use with
reference to such Dealer in the preparation of the Registration Statement or any
such post-effective amendments thereof or any such Authorized Sales Materials or
any such Blue Sky Application or any such preliminary prospectus or the
Prospectus or any such amendment thereof or supplement thereto, or (c) any use
of sales literature not authorized or approved by the Company or use of
"broker-dealer use only" materials with members of the public or unauthorized
verbal representations concerning the Shares by such Dealer or Dealer's
representatives or agents, or (d) any untrue statement made by such Dealer or
its representatives or agents or omission to state a fact necessary in order to
make the statements made, in light of the circumstances under which they were
made, not misleading in connection with the offer and sale of the Shares, or (e)
any failure to comply with Section VII or Section X or any other material
violation of the Selected Dealer Agreement, or (f) any failure to comply with
applicable laws governing money laundry abatement and anti-terrorist financing
efforts, including applicable NASD Rules, SEC Rules and the USA PATRIOT Act of
2001, or (g) any other failure to comply with applicable NASD or SEC Rules. Each
such Dealer will reimburse the Company and the Dealer Manager and any such
directors or officers, or controlling person, in connection with investigating
or defending any such loss, claim, damage, liability or action. This indemnity
agreement will be in addition to any liability which such Dealer may otherwise
have.

      5.4 Promptly after receipt by an indemnified party under this Section 4 of
notice of the commencement of any action (but in no event in excess of 30 days
after receipt of actual notice), such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section
4, notify in writing the indemnifying party of the

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commencement thereof and the omission so to notify the indemnifying party will
relieve it from any liability under this Section 4 as to the particular item for
which indemnification is then being sought, but not from any other liability
which it may have to any indemnified party. In case any such action is brought
against any indemnified party, and it notifies an indemnifying party of the
commencement thereof, the indemnifying party will be entitled, to the extent it
may wish, jointly with any other indemnifying party similarly notified, to
participate in the defense thereof, with separate counsel. Such participation
shall not relieve such indemnifying party of the obligation to reimburse the
indemnified party for reasonable legal and other expenses (subject to Section
4.5) incurred by such indemnified party in defending itself, except for such
expenses incurred after the indemnifying party has deposited funds sufficient to
effect the settlement, with prejudice, of the claim in respect of which
indemnity is sought. Any such indemnifying party shall not be liable to any such
indemnified party on account of any settlement of any claim or action effected
without the consent of such indemnifying party.

      5.5 The indemnifying party shall pay all reasonable legal fees and
expenses of the indemnified party in the defense of such claims or actions;
provided, however, that the indemnifying party shall not be obliged to pay legal
expenses and fees to more than one law firm in connection with the defense of
similar claims arising out of the same alleged acts or omissions giving rise to
such claims notwithstanding that such actions or claims are alleged or brought
by one or more parties against more than one indemnified party. If such claims
or actions are alleged or brought against more than one indemnified party, then
the indemnifying party shall only be obliged to reimburse the expenses and fees
of the one law firm that has been selected by a majority of the indemnified
parties against which such action is finally brought; and in the event a
majority of such indemnified parties is unable to agree on which law firm for
which expenses or fees will be reimbursable by the indemnifying party, then
payment shall be made to the first law firm of record representing an
indemnified party against the action or claim. Such law firm shall be paid only
to the extent of services performed by such law firm and no reimbursement shall
be payable to such law firm on account of legal services performed by another
law firm.

      5.6 The indemnity agreements contained in this Section 4 shall remain
operative and in full force and effect regardless of (a) any investigation made
by or on behalf of any Dealer, or any person controlling any Dealer or by or on
behalf of the Company, the Dealer Manager or any officer or director thereof, or
by or on behalf of the Company or the Dealer Manager, (b) delivery of any Shares
and payment therefor, and (c) any termination of this Dealer Manager Agreement
or any Selected Dealer Agreement. A successor of any Dealer or of any of the
parties to this Dealer Manager Agreement, as the case may be, shall be entitled
to the benefits of the indemnity agreements contained in this Section 4.

6. Survival of Provisions

      The respective agreements, representations and warranties of the Company
and the Dealer Manager set forth in this Dealer Manager Agreement shall remain
operative and in full force and effect regardless of (a) any termination of this
Dealer Manager Agreement, (b) any investigation made by or on behalf of the
Dealer Manager or any Dealer or any person controlling the Dealer Manager or any
Dealer or by or on behalf of the Company or any person controlling the Company,
and (c) the acceptance of any payment for the Shares.

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7. Applicable Law

      This Dealer Manager Agreement was executed and delivered in, and its
validity, interpretation and construction shall be governed by, the laws of the
State of New York; provided however, that causes of action for violations of
federal or state securities laws shall not be governed by this Section.

8. Counterparts

      This Dealer Manager Agreement may be executed in any number of
counterparts. Each counterpart, when executed and delivered, shall be an
original contract, but all counterparts, when taken together, shall constitute
one and the same agreement.

9. Successors and Amendment

      9.1 This Dealer Manager Agreement shall inure to the benefit of and be
binding upon the Dealer Manager and the Company and their respective successors,
and to the benefit of the Dealers to the extent set forth in Sections 1 and 5
hereof. Nothing in this Dealer Manager Agreement is intended or shall be
construed to give to any other person any right, remedy or claim, except as
otherwise specifically provided herein.

      9.2 This Dealer Manager Agreement may be amended by the written agreement
of the Dealer Manager and the Company.

10. Term

      This Dealer Manager Agreement may be terminated by either party (1)
immediately upon notice to the other party in the event that the other party
shall have materially failed to comply with any of the material provisions of
this Dealer Manager Agreement on its part to be performed during the term of
this Agreement or if any of the representations, warranties, covenants or
agreements of such party contained herein shall not have been materially
complied with or satisfied within the times specified herein or (2) by either
party on 60 days' written notice.

      In any case, this Dealer Manager Agreement shall expire at the close of
business on the effective date that the Offering is terminated. The provisions
of Section 4 hereof shall survive such termination. In addition, the Dealer
Manager, upon the expiration or termination of this Dealer Manager Agreement,
shall (1) promptly deposit any and all funds in its possession which were
received from investors for the sale of Shares into the appropriate escrow
account or, if the minimum number of Shares have been sold and accepted by the
Company, into such other account as the Company may designate; and (2) promptly
deliver to the Company all records and documents in its possession which relate
to the Offering which are not designated as dealer copies. The Dealer Manager,
at its sole expense, may make and retain copies of all such records and
documents, but shall keep all such information confidential. The Dealer Manager
shall use its best efforts to cooperate with the Company to accomplish any
orderly transfer of management of the Offering to a party designated by the
Company. Upon expiration or termination of this Dealer Manager Agreement, the
Company shall pay to the Dealer Manager all commissions to

                                       10
<PAGE>

which the Dealer Manager is or becomes entitled under Section 3 at such time as
such commissions become payable.

11. Confirmation

      The Company hereby agrees to prepare and send confirmations to all
purchasers of Shares whose subscriptions for the purchase of Shares are accepted
by the Company.

12. Suitability of Investors

      The Dealer Manager will offer Shares, and in its agreements with Dealers
will require that the Dealers offer Shares, only to persons who meet the
suitability standards set forth in the Prospectus or in any suitability letter
or memorandum sent to it by the Company and will only make offers to persons in
the states in which it is advised in writing that the Shares are qualified for
sale or that such qualification is not required. The Dealer Manager will require
that all Dealers comply with the provisions of all applicable rules and
regulations relating to suitability of investors, including without limitation,
the provisions of Article III.C. of the NASAA REIT Guidelines.

13. Submission of Orders

      13.1 Those persons who purchase Shares will be instructed by the Dealer
Manager or the Dealer to make their checks payable to an escrow agent for the
Company, whenever appropriate, or to the Company after the Minimum Offering has
been achieved. The Dealer Manager and any Dealer receiving a check not
conforming to the foregoing instructions shall return such check directly to
such subscriber not later than the end of the next business day following its
receipt. Checks received by the Dealer Manager or Dealer which conform to the
foregoing instructions shall be transmitted for deposit pursuant to one of the
methods described in this Section 12. Transmittal of received investor funds
will be made in accordance with the following procedures.

      13.2 Where, pursuant to a Dealer's internal supervisory procedures,
internal supervisory review is conducted at the same location at which
subscription documents and checks are received from subscribers, checks will be
transmitted by the end of the next business day following receipt by the Dealer
to the Company for deposit with an escrow agent, where appropriate, or for
deposit directly with the Company after the Minimum Offering has been achieved.

      13.3 Where, pursuant to a Dealer's internal supervisory procedures, final
internal supervisory review is conducted at a different location, checks will be
transmitted by the end of the next business day following receipt by the Dealer
to the office of the Dealer conducting such final internal supervisory review
(the "Final Review Office"). The Final Review Office will in turn transmit by
the end of the next business day following receipt at a different location by
the Final Review Office such checks to the Company for deposit with an escrow
agent, where appropriate, or for deposit directly with the Company after the
Minimum Offering has been achieved.

                                       11
<PAGE>

      If the foregoing correctly sets forth our understanding, please indicate
your acceptance thereof in the space provided below for that purpose, whereupon
this letter and your acceptance shall constitute a binding agreement between us
as of the date first above written.

                                             Very truly yours,

                                             SKB REIT, INC.

                                             By:________________________________
                                                Name:
                                                Title:

Accepted and agreed as of the
date first above written.

SKB REAL ESTATE SECURITIES, INC.

By:____________________________________
   Name:
   Title:

                                       12
<PAGE>

                                   EXHIBIT "A"

                                 SKB REIT, INC.

                     UP TO 33,000,000 SHARES OF COMMON STOCK

                            SELECTED DEALER AGREEMENT

Ladies and Gentlemen:

      SKB Securities, Inc., as the dealer manager ("Dealer Manager") for SKB
REIT, Inc. (the "Company"), a Maryland corporation, invites you (the "Dealer")
to participate in the distribution of shares of common stock ("Shares") of the
Company subject to the following terms:

1. Dealer Manager Agreement

      The Dealer Manager and the Company have entered into that certain Dealer
Manager Agreement dated _____________, 2004, in the form attached hereto as
Exhibit "A." By your acceptance of this Selected Dealer Agreement, you will
become one of the Dealers referred to in such Dealer Manager Agreement between
the Company and the Dealer Manager and will be entitled and subject to the
indemnification provisions contained in such Dealer Manager Agreement, including
specifically the provisions of Section 5.3 of such Dealer Manager Agreement
wherein each Dealer, upon execution of this Selected Dealer Agreement, severally
agrees to indemnify and hold harmless the Company, the Dealer Manager and each
officer and director thereof, and each person, if any, who controls the Company
and the Dealer Manager within the meaning of the Securities Act of 1933, as
amended (the "Securities Act") or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), for the matters set forth in said Section 4.3.
Except as otherwise specifically stated herein, all terms used in this Selected
Dealer Agreement have the meanings provided in the Dealer Manager Agreement. The
Shares are offered solely through broker-dealers who are members of the National
Association of Securities Dealers, Inc. (the "NASD").

      Dealer hereby agrees to use its best efforts to sell the Shares for cash
on the terms and conditions stated in the Prospectus. Nothing in this Selected
Dealer Agreement shall be deemed or construed to make Dealer an employee, agent,
representative or partner of the Dealer Manager or of the Company, and Dealer is
not authorized to act for the Dealer Manager or the Company or to make any
representations except as set forth in the Prospectus and such other printed
information furnished to Dealer by the Dealer Manager or the Company to
supplement the Prospectus ("Supplemental Information").

2. Submission of Orders

      Those persons who purchase Shares will be instructed by the Dealer to make
their checks payable to "Deutsche Bank AG, as Escrow Agent for SKB REIT, Inc."
where appropriate, or directly to SKB REIT, Inc. after the Minimum Offering has
been achieved. Dealer hereby agrees to be bound by the terms of the Escrow
Agreement executed as of ______________, 2004, between Deutsche Bank AG, as
escrow agent, and the Company. Any Dealer receiving a check not conforming to
the foregoing instructions shall return such check directly to such subscriber
not later than the

                                      A-1
<PAGE>

end of the next business day following its receipt. Checks received by the
Dealer which conform to the foregoing instructions shall be transmitted for
deposit pursuant to one of the methods in this Article II. Transmittal of
received investor funds will be made in accordance with the following
procedures:

      Where, pursuant to the Dealer's internal supervisory procedures, internal
      supervisory review is conducted at the same location at which subscription
      documents and checks are received from subscribers, checks will be
      transmitted by the end of the next business day following receipt by the
      Dealer to the Company for deposit with an escrow agent, where appropriate,
      or for deposit directly with the Company after the Minimum Offering has
      been achieved.

      Where, pursuant to the Dealer's internal supervisory procedures, final and
      internal supervisory review is conducted at a different location, checks
      will be transmitted by the end of the next business day following receipt
      by the Dealer to the office of the Dealer conducting such final internal
      supervisory review (the "Final Review Office"). The Final Review Office
      will in turn transmit by the end of the next business day following
      receipt at a different location by the Final Review Office such checks to
      the Company for deposit with an escrow agent, where appropriate, or for
      deposit directly with the Company after the Minimum Offering has been
      achieved.

3. Pricing

      Except as may be otherwise provided for in the "Plan of Distribution"
section of the Prospectus, Shares shall be offered to the public at the offering
price of $10.00 per Share and Shares shall be offered pursuant to the Company's
dividend reinvestment plan at $9.50 per Share. Except as otherwise indicated in
the Prospectus or in any letter or memorandum sent to the Dealer by the Company
or Dealer Manager, a minimum initial purchase of 100 Shares is required. Except
as otherwise indicated in the Prospectus, additional investments may be made in
minimal increments of at least TEN (10) Shares. The Shares are nonassessable.

4. Dealers' Commissions

      Except for volume discounts described in the "Plan of Distribution"
section of the Prospectus, which volume discounts shall be the responsibility of
the Dealer to provide to investors who qualify, and except as otherwise provided
in the "Plan of Distribution" section of the Prospectus, the Dealer's selling
commission applicable to the Shares sold by Dealer which it is authorized to
sell hereunder is 6.75% of the gross proceeds of Shares sold by it and accepted
and confirmed by the Company, which commission will be payable by the Dealer
Manager. For these purposes, shares shall be deemed to be "sold" if and only if
a transaction has closed with a subscriber for Shares pursuant to all applicable
offering and subscription documents, the Company has accepted the subscription
agreement of such subscriber, and such Shares have been fully paid for. The
Dealer affirms that the Dealer Manager's liability for commissions payable is
limited solely to the proceeds of commissions receivable from the Company, and
the Dealer hereby waives any and all rights to receive payment of commissions
due until such time as the Dealer Manager is in receipt of the commission from
the Company. In addition, as set forth in

                                      A-2
<PAGE>

the Prospectus, the Dealer Manager may, in its sole discretion, reallow a
portion of its dealer manager fee to Dealers participating in the offering of
Shares as marketing fees, reimbursement of costs and expenses of attending
educational conferences or to defray other distribution-related expenses.

      The parties hereby agree that the foregoing commission is not in excess of
the usual and customary distributors' or sellers' commission received in the
sale of securities similar to the Shares, that Dealer's interest in the offering
is limited to such commission from the Dealer Manager and Dealer's indemnity
referred to in Section 4 of the Dealer Manager Agreement, and that the Company
is not liable or responsible for the direct payment of such commission to the
Dealer.

5. Payment

      Payments of selling commissions will be made by the Dealer Manager (or by
the Company as provided in the Dealer Manager Agreement) to Dealer within 30
days of the receipt by the Dealer Manager of the gross commission payments from
the Company.

6. Right to Reject Orders or Cancel Sales

      All orders, whether initial or additional, are subject to acceptance by
and shall only become effective upon confirmation by the Company, which reserves
the right to reject any order. Orders not accompanied by a Subscription
Agreement Signature Page and the required check in payment for the Shares may be
rejected. Issuance of the Shares will be made only after actual receipt of
payment therefor. If any check is not paid upon presentment, or if the Company
is not in actual receipt of clearinghouse funds or cash, certified or cashier's
check or the equivalent in payment for the Shares within 15 days of sale, the
Company reserves the right to cancel the sale without notice. In the event an
order is rejected, canceled or rescinded for any reason, the Dealer agrees to
return to the Dealer Manager any commission theretofore paid with respect to
such order and, failing to do so, the Dealer Manager shall have the right to
offset amounts owed against future commissions due and otherwise payable to said
Dealer.

7. Prospectus and Supplemental Information

      Dealer is not authorized or permitted to give, and will not give, any
information or make any representation (written or oral) concerning the Shares,
except as set forth in the Prospectus and any Authorized Sales Materials. The
Dealer Manager will supply Dealer with reasonable quantities of the Prospectus,
any supplements thereto and any amended Prospectus, as well as any Authorized
Sales Materials, for delivery to investors, and Dealer will deliver a copy of
the Prospectus and all supplements thereto and any amended Prospectus to each
investor to whom an offer is made prior to or simultaneously with the first
solicitation of an offer to sell the Shares to an investor. The Dealer agrees
that it will not send or give any Supplemental Information or Authorized Sales
Materials to an investor unless it has previously sent or given a Prospectus and
all supplements thereto and any amended Prospectus to that investor or has
simultaneously sent or given a Prospectus and all supplements thereto with such
Supplemental Information or Authorized Sales Materials, as the case may be.
Dealer agrees that it will not show or give to any investor or prospective
investor or reproduce any material or writing which is supplied to it by

                                      A-3
<PAGE>

the Dealer Manager and marked "broker-dealer use only" or otherwise bearing a
legend denoting that it is not to be used in connection with the sale of Shares
to members of the public. Dealer agrees that it will not use in connection with
the offer or sale of Shares any material or writing supplied to it by the
Company or the Dealer Manager bearing a legend which states that such material
may not be used in connection with the offer or sale of the Shares or any other
securities. Dealer further agrees that it will not use in connection with the
offer or sale of Shares any materials or writings which have not been previously
authorized or approved by the Dealer Manager. Each Dealer agrees to furnish a
copy of any revised preliminary Prospectus to each person to whom it has
furnished a copy of any previous preliminary Prospectus, and further agrees that
it will itself mail or otherwise deliver all preliminary and final Prospectuses
required for compliance with the provisions of Rule 15c2-8 under the Exchange
Act. Regardless of the termination of this Selected Dealer Agreement, Dealer
will deliver a Prospectus in transactions in the Shares for a period of 90 days
from the effective date of the Registration Statement or such longer period as
may be required by the Exchange Act. On becoming a Dealer, and in offering and
selling Shares, Dealer agrees to comply with all the applicable requirements
under the Securities Act and the Exchange Act.

8. License and Association Membership

      Dealer's acceptance of this Selected Dealer Agreement constitutes a
representation to the Company and the Dealer Manager that Dealer is a properly
registered or licensed broker-dealer, duly authorized to sell Shares under
Federal and state securities laws and regulations and in all states where it
offers or sells Shares, and that it is a member in good standing of the NASD.
This Selected Dealer Agreement shall automatically terminate if the Dealer
ceases to be a member in good standing of such association, or in the case of a
foreign dealer, so to conform. Dealer agrees to notify the Dealer Manager
immediately if Dealer ceases to be a member in good standing, or in the case of
a foreign dealer, so to conform. The Dealer Manager and Dealer each hereby agree
to abide by applicable NASD Rules, specifically including, but not limited to,
Rules 2340, 2420, 2730, 2740 and 2750.

9. Anti-Money Laundering Compliance Programs

      Dealer's acceptance of this Selected Dealer Agreement constitutes a
representation to the Company and the Dealer Manager that Dealer has established
and implemented an anti-money laundering compliance program ("AML Program") in
accordance with applicable law, including applicable NASD Rules, SEC Rules and
the USA PATRIOT Act, specifically including, but not limited to, Section 352 of
the Money Laundering Abatement Act (collectively, the "AML Rules"), reasonably
expected to detect and cause the reporting of suspicious transactions in
connection with the sale of Shares of the Company. Upon request by the Dealer
Manager at any time, Dealer hereby agrees to (i) furnish a copy of its AML
Program to the Dealer Manager for review, and (ii) furnish a copy of the
findings and any remedial actions taken in connection with Dealer's most recent
independent testing of its AML Program. Dealer hereby represents that it is
currently in compliance with all AML Rules, specifically including, but not
limited to, the Customer Identification Program requirements under Section 326
of the USA PATRIOT Act. Dealer hereby agrees to provide an annual certification
to Dealer Manager that, as of the date of such certification (i) its AML Program
is consistent with the AML Rules, (ii) it has continued to implement its AML
Program, and (iii) it is currently in compliance with all AML Rules,

                                      A-4
<PAGE>

specifically including, but not limited to, the Customer Identification Program
requirements under Section 326 of the USA PATRIOT Act.

10. Limitation of Offer; Suitability

      Solicitation and other activities by the Dealer hereunder shall be
undertaken only in accordance with the Dealer Manager Agreement, this Agreement,
the Securities Act, the Exchange Act, the applicable rules and regulations of
the SEC, any applicable blue sky requirements, and the Rules of the National
Association of Securities Dealers, Inc. (the "NASD"), specifically including,
but not in any way limited to, NASD Rules 2440, 2710, 2730, 2740, 2750 and 2810.
Dealer will offer Shares only to persons who meet the suitability standards set
forth in the Prospectus or in any suitability letter or memorandum sent to it by
the Company or the Dealer Manager and will only make offers to persons in the
states in which it is advised in writing that the Shares are qualified for sale
or that such qualification is not required.

      In offering Shares, Dealer will comply with the provisions of all
applicable NASD Conduct Rules, as well as all other applicable rules and
regulations relating to suitability of investors, including without limitation,
the provisions of Article III.C. of the Statement of Policy Regarding Real
Estate Investment Trusts of the North American Securities Administrators
Association, Inc.

      The Dealer Manager will inform Dealer as to the jurisdictions in which it
has been advised by the Company that the offer and sale of the Shares has been
qualified or is exempt under the respective securities or "blue sky" laws of
such jurisdictions; but neither Dealer Manager nor the Company have assumed and
will not assume any obligation or responsibility as to Dealer's qualification or
your right to act as a broker and/or dealer with respect to the Shares in any
jurisdiction. Dealer agrees that it will not make any offers except in states in
which Dealer Manager may advise Dealer that the Shares have been qualified or
are exempt.

      Dealer further represents, warrants and covenants that no Dealer, or
person associated with Dealer, shall offer or sell Shares in any jurisdiction
except to investors who satisfy the investor suitability standards and minimum
investment requirements under the most restrictive of the following: (1)
applicable provisions of the Prospectus; (2) applicable laws of the jurisdiction
of which such investor is a resident; or (3) applicable NASD Conduct Rules.
Dealer agrees to ensure that, in recommending the purchase, sale or exchange of
Shares to an investor, each Dealer, or person associated with Dealer, shall have
reasonable grounds to believe, on the basis of information obtained from the
investor (and thereafter maintained in the manner and for the period provided in
such Rules) concerning his age, investment objectives, other investments,
financial situation and needs, and any other information known to Dealer, or
person associated with Dealer, that (A) the investor is or will be in a
financial position appropriate to enable him to realize to a significant extent
the benefits described in the Prospectus, including the tax benefits to the
extent they are a significant aspect of the Company, (B) the investor has a fair
market net worth sufficient to sustain the risks inherent in an investment in
Shares in the amount proposed, including loss, and lack of liquidity of such
investment, and (C) an investment in Shares is otherwise suitable for such
investor. Dealer further represents, warrants and covenants that Dealer, or a
person associated with Dealer, will make every reasonable effort to determine
the suitability and appropriateness of an investment in Shares of each proposed
investor by

                                      A-5
<PAGE>

reviewing documents and records disclosing the basis upon which the
determination as to suitability was reached as to each purchaser of Shares
pursuant to a subscription solicited by Dealer, whether such documents and
records relate to accounts which have been closed, accounts which are currently
maintained, or accounts hereafter established. Dealer agrees to retain such
documents and records in Dealer's records for a period of six years from the
date of the applicable sale of Shares and to make such documents and records
available to (i) the Dealer Manager and the Company upon request, and (ii) to
representatives of the SEC, NASD and applicable state securities administrators
upon your firm's receipt of an appropriate document subpoena or other
appropriate request for documents from any such agency. Dealer shall not
purchase any Shares for a discretionary account without obtaining the prior
written approval of Dealer's customer and his or her signature on a Subscription
Agreement.

      It is understood and agreed that under no circumstances will you, as a
Soliciting Dealer, engage in any activities hereunder in any jurisdiction in
which you may not lawfully so engage or in any activities in any jurisdiction
with respect to the Shares in which you may lawfully so engage unless you have
complied with the provisions hereof.

11. Due Diligence; Adequate Disclosure

      Prior to offering the Shares for sale, Dealer shall have conducted an
inquiry such that Dealer has reasonable grounds to believe, based on information
made available to Dealer by the Company or the Dealer Manager through the
Prospectus or other materials, that all material facts are adequately and
accurately disclosed and provide a basis for evaluating a purchase of Shares. In
determining the adequacy of disclosed facts pursuant to the foregoing, each
Dealer may obtain, upon request, information on material facts relating at a
minimum to the following: (1) items of compensation; (2) physical properties;
(3) tax aspects; (4) financial stability and experience of the Company and its
advisor; (5) conflicts and risk factors; and (6) appraisals and other pertinent
reports.

      Notwithstanding the foregoing, each Dealer may rely upon the results of an
inquiry conducted by an independent third party retained for that purpose or
another Dealer, provided that: (1) such Dealer has reasonable grounds to believe
that such inquiry was conducted with due care by said independent third party or
such other Dealer; (2) the results of the inquiry were provided to Dealer with
the consent of the other Dealer conducting or directing the inquiry; and (3) no
Dealer that participated in the inquiry is an affiliate of the Company.

      Prior to the sale of the Shares, each Dealer shall inform each prospective
purchaser of Shares of pertinent facts relating to the Shares including
specifically the lack of liquidity and lack of marketability of the Shares
during the term of the investment.

12. Compliance with Record Keeping Requirements

      Dealer agrees to comply with the record keeping requirements of the
Exchange Act, including but not limited to, Rules 17a-3 and 17a-4 promulgated
under the Exchange Act. Dealer further agrees to keep such records with respect
to each customer who purchases Shares, his suitability and the amount of Shares
sold and to retain such records for such period of time as may be required by
the SEC, any state securities commission, the NASD or the Company.

                                      A-6
<PAGE>

13. Customer Complaints

      Each party hereby agrees to provide to the other party copies of any
written or otherwise documented customer complaints received by such party
relating in any way to the Offering (including, but not limited to, the manner
in which the Shares are offered by the Dealer Manager or the Dealer), the Shares
or the Company.

14. Termination; Amendment

      Dealer will immediately suspend or terminate its offer and sale of Shares
upon the request of the Company or the Dealer Manager at any time and will
resume its offer and sale of Shares hereunder upon subsequent request of the
Company or the Dealer Manager. Any party may terminate this Selected Dealer
Agreement by written notice. Such termination shall be effective 48 hours after
the mailing of such notice. This Selected Dealer Agreement and the exhibits
hereto are the entire agreement of the parties and supersedes all prior
agreements, if any, between the parties hereto.

      This Selected Dealer Agreement may be amended at any time by the Dealer
Manager by written notice to the Dealer, and any such amendment shall be deemed
accepted by Dealer upon placing an order for sale of Shares after he has
received such notice.

15. Privacy Laws

      The Dealer Manager and Dealer each hereby agree as follows:

      A. Each party agrees to abide by and comply with (i) the privacy standards
and requirements of the Gramm-Leach-Bliley Act of 1999 ("GLB Act"), (ii) the
privacy standards and requirements of any other applicable Federal or state law,
and (iii) its own internal privacy policies and procedures, each as may be
amended from time to time.

      B. Dealer agrees to provide privacy policy notices required under the GLB
Act resulting from purchases of Shares made by its customers pursuant to this
Selected Dealer Agreement.

      C. Each party agrees to refrain from the use or disclosure of nonpublic
personal information (as defined under the GLB Act) of all customers who have
opted out of such disclosures except as necessary to service the customers or as
otherwise necessary or required by applicable law; and

      D. Each party shall be responsible for determining which customers have
opted out of the disclosure of nonpublic personal information by periodically
reviewing and, if necessary, retrieving a list of such customers (the "List") to
identify customers that have exercised their opt-out rights. In the event either
party uses or discloses nonpublic personal information of any customer for
purposes other than servicing the customer, or as otherwise required by
applicable law, that party will consult the List to determine whether the
affected customer has exercised his or her opt-out rights. Each party
understands that each is prohibited from using or disclosing any nonpublic
personal information of any customer that is identified on the List as having
opted out of such disclosures.

                                      A-7
<PAGE>

16. Dealer Manager Agreement

      Dealer hereby authorizes and ratifies the execution and delivery of the
Dealer Manager Agreement by Dealer Manager for itself and on behalf of Dealer
and authorizes Dealer Manager to agree to any variation of its terms or
provisions and to execute and deliver any amendment, modification or supplement
thereto. Dealer hereby agrees to be bound by all provisions of the Dealer
Manager Agreement relating to Dealers. Dealer also authorizes Dealer Manager to
exercise, in its discretion, all the authority or discretion now or hereafter
vested in Dealer Manager by the provisions of the Dealer Manager Agreement and
to take all such actions as it may believe desirable in order to carry out the
provisions of the Dealer Manager Agreement and of this Agreement.

17. Notice

      All notices will be in writing and will be duly given to the Dealer
Manager when mailed to the attention of ________________, SKB Real Estate
Securities, Inc., 1211 SW Fifth Avenue, Suite 2250, Portland, Oregon 97204 and
to Dealer when mailed to the address specified by Dealer herein.

18. Attorney's Fees and Applicable Law

      In any action to enforce the provisions of this Selected Dealer Agreement
or to secure damages for its breach, the prevailing party shall recover its
costs and reasonable attorney's fees. This Selected Dealer Agreement shall be
construed under the laws of the State of New York and shall take effect when
signed by Dealer and countersigned by the Dealer Manager.

                                             THE DEALER MANAGER:

                                             SKB Real Estate Securities, Inc.

                                             By:______________________________
                                                Name:
                                                Title:

      We have read the foregoing Selected Dealer Agreement and we hereby accept
and agree to the terms and conditions therein set forth. We hereby represent
that the list below of jurisdictions in which we are registered or licensed as a
broker or dealer and are fully authorized to sell securities is true and
correct, and we agree to advise you of any change in such list during the term
of this Selected Dealer Agreement.

1.    Identity of Dealer:

      Name:_____________________________________________________________________

      Type of entity:___________________________________________________________
      to be completed by Dealer) (corporation, partnership or proprietorship)

                                      A-8
<PAGE>

      Organized in the State of: ______________________________ to be completed
      by Dealer) _____________________________(State)

      Licensed as broker-dealer in the following States:________________________

      __________________________________________________________________________

      (to be completed by Dealer)

      Tax I.D. #:_______________________________________________________________

2.    Person to receive notice pursuant to Section XV.

      Name:_____________________________________________________________________

      Company:__________________________________________________________________

      Address:__________________________________________________________________

      City, State and Zip Code:_________________________________________________

      Telephone No.:(_____) ____________________________________________________

      Telefax No.:(____) _______________________________________________________

AGREED TO AND ACCEPTED BY THE DEALER:

___________________________________
(Dealer's Firm Name)

By:________________________________
   Signature

Title:_____________________________

Date: _____________________________

                                      A-9